GHANA Law and Practice Contributed by: Victoria Bright and Justice Oteng, Addison Bright Sloane
ter if the members of the board are disqualified, stuck in a deadlock, or otherwise. They may institute legal proceedings in the name of the company if the board of directors neglect to do so, can ratify or confirm an action taken by the board of directors, and can make recommendations to the board of directors. The shareholders, moreover, can exercise their rights further by passing a written resolution signed by all members eligible to vote, outside a general meeting. However, this procedure is not valid where the object relates to the removal of a director or auditor. The lat - ter can only be effected by a resolution passed at a general meeting. The Office of the Registrar of Companies (ORC) main - tains records of registered companies, including infor - mation about shareholders. Shareholder details are available to the public upon request through a for - mal search process. A company search at the ORC is conducted by submitting a formal request and the Shareholders may exercise the powers given to them by the Companies Act and company’s constitution with regard to company management. However, except as specified in the company’s constitution, the board of directors largely manages the business of the company. Shareholders have the right to attend the company’s general meeting and speak and vote on resolutions at the meeting; they also have the power to appoint and remove auditors and directors. In the event of a company winding up, shareholders must pay the balance of the shares they hold in accord - ance with the terms of the agreement under which the shares were issued. payment of the applicable fee. 4.2 Role of Shareholders In the event of a winding-up, shareholders are required to contribute funds sufficient for the payment of debts and liabilities of the company and for the expenses of the winding-up. According to Section 40 of Act 992, past members are not liable to contribute to the latter unless a court finds that the existing members are unable to satisfy the required contributions. In the general management of the enterprise, share - holders have the power to approve “major transac -
tions”. Companies can only enter these transactions if approved by special resolution of the sharehold - ers. Should any shareholder vote wholly against the transaction, that shareholder is entitled to have their shares bought, if they elect to sell. Shareholders can also approve compensation and retirement packages for auditors and directors. 4.3 Shareholder Meetings A company is required to organise AGMs in addition to any other meetings at least once every year. AGMs must be held each year and not more than 15 months apart. However, if the company’s auditors and mem - bers (those entitled to attend and vote) agree in writing that the AGM shall be dispensed with in a given year, the company is allowed to waive the meeting for that year; if the meeting is not held due to the above rea - son, the Registrar of Companies may give directions as they deem fit. The AGM shall be held not earlier than 21 days after the financial statements, the consolidated financial statements, and the reports of the directors and audi - tors on the financial statements of the company have been dispatched to members and debenture hold - ers of the company. The financial statements and the reports shall be laid before the AGM for consideration. Where meetings are called, 21 days’ prior notice must be given. The business of a meeting must be stated in the notice. Unless a company’s constitution says oth - erwise, shareholders are entitled to attend and vote at A newly incorporated company has up to 18 months within which to hold the first AGM. Such AGM must be held at least 21 days after the company’s financial statements and the reports of the directors and audi - tors on the financial statements of the company have been sent to members and debenture holders of the company. These financial statements and reports shall be presented at the meeting. When a company passes a resolution postponing the date of the AGM, a copy of said resolution must be forwarded to the Registrar of Companies. If an AGM is not held in accordance with the aforementioned general meetings. New Companies
287 CHAMBERS.COM
Powered by FlippingBook